Cosmo Pharmaceuticals N.V. (SWX:COPN) made an offer to acquire remaining 53.4% stake in Cassiopea S.p.A. (SWX:SKIN) from a group of shareholders in a mergers of equal transaction for approximately CHF 210 million on September 22, 2021. Cosmo Pharmaceuticals N.V. (SWX:COPN) entered into an agreement to acquire 53.4% stake in Cassiopea S.p.A. for approximately CHF 210 million on October 1, 2021. Under the terms Cosmo offers an exchange ratio of 0.467 Cosmo shares for 1 Cassiopea share, represents CHF 37.13 Cassiopea share. Pre acquisition COSMO holds 5,005,066 Cassiopea shares, approximately 46,56% of the issued and outstanding shares in Cassiopea.

The transaction is conditioned upon Cosmo holding more than 50% of the fully diluted share capital of Cassiopea at the end of the (possibly extended) offer period, Approval of the offer at Cosmo's extraordinary general meeting and listing of the offered shares on SIX Swiss Exchange, Further customary offer conditions including regulatory approvals, board of directors approval of both parties, Approval of the acquisition of the CAS Shares,No adverse resolutions by the general meeting of shareholders of the Target Company and No prohibition. The Board of Directors of Cassiopea S.p.A. unanimously recommends to the shareholders of Cassiopea to accept the Offer and tender their Shares into the Offer. The offer period commences on October 19, 2021 and ends on November 15, 2021. Cosmo reserves the right to extend the Offer Period once or several times. The period during which the Offer cannot be accepted is expected to commence on October 5, 2021 and to end on October 18, 2021. The subsequent acceptance period is expected to start on November 19, 2021 and to end on December 2, 2021. Upon successful completion of the public exchange offer, Cassiopea will be delisted from SIX Swiss Exchange. As of November 16, 2021, Cosmo received 76.5% stake of acceptance and shareholders of Cosmo also approved the transaction, post which Cosmo Pharmaceuticals stake increased to 87.4% on November 16, 2021. As on December 3, 2021, the provisional final results indicate that a total of 5,365,250 Cassiopea shares have been tendered to Cosmo under the Offer, amounting to approximately 93.4% of the Cassiopea shares covered by the Offer, which together with the Cassiopea shares already held by Cosmo equates to approximately 96.5% of the Cassiopea shares currently issued. The definitive notice of the final results is expected to be published on 7 December 2021. The Offer is subject to the offer restrictions set out in the offer prospectus dated October 4, 2021. The settlement of the Offer is currently expected to take place on December 17, 2021. The payment of the cash compensation for any fractional shares is expected to take place on December 23, 2021. Upon expiration of the additional acceptance period on December 2, 2021, the definitive final results indicate that a total of 5.36625 million Cassiopea shares have been tendered to Cosmo under the Offer, amounting to approximately 93.4% of the Cassiopea shares covered by the Offer, which together with the Cassiopea shares already held by Cosmo equates to approximately 96.5% of the Cassiopea shares currently issued. The settlement of the Offer is currently expected to take place on December 17, 2021. The payment of the cash compensation for any fractional shares is expected to take place on December 23, 2021.

IFBC AG acted as fairness opinion provider for Cassiopea S.p.A.. Thomas Hulmann, Oliver Ambs & Edgar Wohlhauser of BDO and Credit Suisse AG is acting as financial advisor and Matthias Courvoisier of Baker & McKenzie LLP is acting as legal advisor to Cosmo. Cleary Gottlieb Steen & Hamilton LLP and Niederer, Kraft & Frey are acting as legal advisor to Cassiopea.